LAST MODIFIED ON 03/06/2019
BITMOVIO DIRECT DIGITAL LICENSE AGREEMENT
This Digital Video License Agreement (this "Agreement") contains the terms and conditions of (i) your use of the BitMovio digital self-publication and distribution program (the "Program") for distribution of audio visual content via the digital video services operated by BitMovio and (ii) BitMovio's use of such content. This Agreement is a binding agreement between you and BitMovio. As used in this Agreement, "BitMovio", "we" or "us" means BitMovio, Inc., a Delaware corporation, with offices located at 2225 East Bayshore Road, Suite 100, Palo Alto, California 94303. As used in this Agreement, "Content Provider" or "you" means the person or entity accepting this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with BitMovio or Content Provider, as appropriate.
You accept this Agreement by uploading your content to the BitMovio site. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.
1. Amendment; Notice of Changes
2. Account Setup And Maintenance
You must ensure that all information you provide in connection with establishing your Program account is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time unless you are using multiple accounts solely for the purpose of delivery of Delivery Materials or making multiple subscriptions available via Non-BitMovio Subscription Access. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.
You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify BitMovio of any unauthorized use of your username, password or account.
This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement (the "Term"). All rights granted to BitMovio herein shall not be deemed to have lapsed at any time in accordance with the applicable law of the Territory. We may terminate this Agreement by providing notice to you at any time. You may terminate this Agreement at any time by providing notice of termination to us, in which event we will cease offering your Titles within thirty (30) days from the date that we receive notice of termination; provided that if you distribute Titles via Non-BitMovio Subscription Access, (a) the Term of the Agreement with respect to Non-BitMovio Subscription Access will commence upon your acceptance of this Agreement and continue for eighteen (18) months from the date that your Subscription launches on the Service (the "Initial Subscription Term") and (b) the Initial Subscription Term will automatically extend for successive periods of twelve (12) months each unless and until terminated by either party by provision of notice of termination to the other party given not later than ninety (90) days prior to the conclusion of the then-current term.
The territory, with respect to any Title, shall be each territory you indicate when prompted on the Program Site (the “Territory").
5. Rights Granted
You hereby grant BitMovio a non-exclusive license in the Territory to use, reproduce, reformat for online delivery, encode, encrypt, market, promote, transmit, distribute and display on the Service the audio-visual programs ("Titles") pursuant to each Distribution Mode that you indicate on the Program Site.. "Service" means one or more digital video services branded with a BitMovio Brand through which authorized users may obtain Titles via a Distribution Mode. As used in this Agreement, Titles refer solely to the audio-visual programs viewable and editable in your Program account and authorized for distribution on the Service. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title. BitMovio will have the right, but not the obligation, to offer customers of the Service the opportunity to purchase or access the Titles pursuant to the Distribution Modes that you indicate as available on the Program Site. You will have an opportunity to provide a suggested retail price for your Titles that are made available for Digital Purchase, Digital Rental and Non-BitMovio Subscription Access but BitMovio will have sole discretion to determine the retail prices charged for offerings on the Service. BitMovio may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you as it deems appropriate as well as any video clips from the Titles created by BitMovio of up to (i) 1 consecutive minute of footage from Titles that are under 10 minutes in duration and (ii) 5 consecutive minutes of footage from Titles that are 10 minutes or longer in duration (collectively, the "Promotional Materials"). BitMovio may insert advertisements into or over Titles made available in the Service for Ad-Supported Access and may insert pre-roll and post-roll advertisements, graphics, videos, and logos into or over Titles made available on the Service via any Distribution Modes. BitMovio may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Titles and related products, the Service and any features of the Service, and the availability of the Titles on the Service. BitMovio may make such modifications as may be necessary to conform the Title to applicable law in the Territory, provided BitMovio will use commercially reasonable efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of the Title. Notwithstanding any expiration or termination of this Agreement for any reason, BitMovio may continue (including, after the conclusion of the Term) to exercise the rights granted hereunder in order to provide customers who purchased Titles via Digital Purchase or Digital Rental during the Term the ability to continue to access (including, without limitation, via re-download and streaming from the Service) and view the applicable Titles after the Term; provided, however, BitMovio may not offer customers the opportunity to purchase the Titles for Digital Purchase or Digital Rental after the Term.
6. General Description of the Service; Distribution Modes
Content Provider, in its sole option, may allow customers to access Titles in the following ways: (a) purchase a license to access audio visual content digitally for delivery and repeated viewing over an indefinite period of time ("Digital Purchase"); (b) purchase a license to access audio visual content digitally for delivery and repeated viewing over a finite period of time established by BitMovio in its sole discretion ("Digital Rental"); (c) access audio visual content via one or more subscription offerings, where a fee is required to be paid for such access (other than in the case of a free trial), for repeated private viewing by subscribers during the Term ("Non-transactional Access"), which may be through a subscription offering of your content as compiled by you or us which may or may not include content from other content providers ("Non-BitMovio Subscription Access"); and (d) access audio visual content on an ad-supported basis (i.e., at no charge to the customer) for delivery and repeated private viewing during the Term ("Ad-supported Access"). Digital Purchase, Digital Rental, Non-Transactional Access and Ad-supported Access are referred to herein as the "Distribution Modes". The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings. As between the parties, BitMovio will have sole control over the Service, all features, terms, and other aspects thereof (including, without limitation, the rights and entitlements granted to authorized users with respect to Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access, the terms under which the Service is offered and the sale of advertisements in connection with the Service); provided, however, that BitMovio's distribution of Titles on the Service shall be in accordance with the terms of this Agreement. Without limiting the foregoing, you acknowledge that BitMovio may (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access to audio-visual content the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular).
7.1 Digital Purchase, Digital Rental or Non-BitMovio Subscription Access
BitMovio will pay to you (i) 80% of the actual revenue received by BitMovio for Titles accessed via Digital Purchase or Digital Rental, (ii) 80% of the actual revenue received by BitMovio for Titles accessed via Non-BitMovio Subscription Access and (iii) 80% of any Gifting and Tipping revenue received by BitMovio in connection with your Titles.
7.2 Ad-supported Access
BitMovio will pay you 80% of Net Advertising Receipts. "Net Advertising Receipts" means aggregate cash amounts collected by BitMovio from the sale of advertisements against any Title for Ad-Supported Access, less 15% of that aggregate cash amount (which is deemed to reflect the cost of selling advertisements) and less any payments made to any third-party advertising platforms or networks in connection with the distribution or sale of advertisements on those platforms or networks.
As between the Parties, BitMovio will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes ("VAT") or similar taxes (collectively "Transaction Taxes") applicable to purchases by customers. BitMovio will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise. All payments payable by BitMovio to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Titles by you to BitMovio, unless BitMovio advises you otherwise. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply BitMovio with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable BitMovio to claim credit for these taxes as applicable. BitMovio may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then BitMovio will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws. Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities; provided, any charges toward the stamp duty payable under the applicable laws shall be borne by you. Throughout the term of this Agreement, you will provide BitMovio with any forms, documents or other certifications as may be required by BitMovio to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
9 Delivery Of Content
For each Title, Content Provider, at its sole cost, will deliver to BitMovio the Delivery Materials in accordance with such technical specifications as provided by BitMovio to Content Provider (including, without limitation, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags). Content Provider authorizes BitMovio to re-purpose and otherwise use in accordance with this Agreement (i) any Delivery Materials previously delivered to BitMovio or its Affiliates by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Delivery Materials delivered by Content Provider under this Agreement, for purposes of BitMovio exercising any rights granted to BitMovio in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Delivery Materials have previously been delivered to BitMovio by a third party, Content Provider will obtain any necessary clearances from such third party (if any) on behalf of BitMovio and/or use its best efforts to assist BitMovio in obtaining any such necessary clearances, to enable BitMovio to use such previously delivered Delivery Materials. You will have no obligation to re-deliver Delivery Materials, except as necessary to comply with other obligations set forth pursuant to the terms of this Agreement. With respect to each Title, the "Delivery Materials" means (i) a copy of the Title at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with BitMovio's technical specifications, but in any event, in accordance with applicable law for the Territory and Section 11 of this Agreement and (iv) all metadata associated with the Title. You agree that the subscriptions made available to BitMovio hereunder for distribution via Non-BitMovio Subscription Access comprised of Titles ("Subscriptions") will, at a minimum, be the same subscription video on demand packages, including the same titles, as the subscription video on demand packages made available by you via any method of non-physical distribution. In the event that you make the Subscriptions available for distribution by any non-physical distribution platform that competes with the Service in the Territory (each a "Competing Service") for better license fees or with additional rights with respect to free trials, BitMovio is entitled to the same license fees and free trial rights as the applicable Competing Service. In the event that you make any other subscriptions containing audio-visual programs available for Non-BitMovio Subscription Access on a Competing Service or any other audio-visual program available for Digital Purchase or Digital Rental, then such subscriptions and/or audio-visual programs will constitute Subscriptions or Titles, as applicable, under this Agreement and BitMovio will have the right to distribute such Titles and Subscriptions in the same manner (including with respect to free trials) and for the same or better license fees as the applicable Competing Service, and you will deliver such Titles and Subscriptions together with the applicable Promotional Materials to BitMovio as soon as possible pursuant to the terms hereof, provided that the availability periods of any such Titles and Subscriptions will be no less favorable than the availability periods offered to the Competing Service. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.
10 Representations And Warranties
unencumbered right to grant to BitMovio and its Affiliates, and have obtained all necessary clearances and releases to grant to BitMovio and its Affiliates, all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate and (iii) the Delivery Materials and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory.
You further represent and warrant that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and is not owned or controlled by such a party), including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.
11. Closed Captions; Subtitles
You will deliver closed captions for all Titles in accordance with applicable law for the Territory. You may not be able to publish a Title via one or more Distribution Modes in certain Territories until BitMovio has received closed captions from you.
You will deliver English language versions of the Titles, unless the original version of a Title is not in English, in which case you will deliver (i) either audio descriptions, subtitles or dubbed language tracks and (ii) the title and synopsis information for the Title, in each case, in at least one core language identified by BitMovio for the Territory.
BitMovio may create, insert and distribute closed captions, audio descriptions, dubbed language tracks and subtitles for Titles in any language and may use or distribute any such closed caption, dubbed language track, subtitle file or audio description it creates in any Territory. In connection with such creation, BitMovio will use its reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Title.
12. Geo-filtering; Access Controls
BitMovio will utilize geo-filtering techniques and digital rights management technology in accordance with common industry standards. Content Provider agrees that BitMovio shall be deemed to be exercising the rights granted herein solely within the Territory as long as BitMovio complies with the foregoing. Content Provider acknowledges that BitMovio makes no representation as to the efficacy of any geo filtering technique or digital rights management technology it employs and agrees that BitMovio shall not be responsible for the failure of such. Content Provider acknowledges and agrees that: (i) Content Provider's ability to suspend distribution of Titles on the Service shall be Content Provider's sole and exclusive right and remedy, and BitMovio's sole and exclusive obligation, for any circumvention or failure of any geo filtering techniques or digital rights management technology used by BitMovio on the Service for Titles and (ii) Content Provider shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.
13. Content Requirements
You must ensure that all of your Titles and Subscriptions are in compliance with our policies for content at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title or Subscription into compliance if it is to be distributed via the Service. If you discover that any information you have provided to us for a Title or
Subscription is inaccurate or incomplete, you must promptly submit corrected information to us. We can determine what content we accept and distribute on the Service in our sole discretion.
If we request that you provide additional information relating to your Titles or Subscription, such as information confirming that you have all rights required to permit our distribution of the Titles or Subscription, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles or Subscription and the accuracy of the information or documentation you provide to us with respect to those rights.
We may remove or modify the Titles, the Subscriptions, the metadata, cover art and product description you provide for your Titles and Subscriptions for any reason, including if we determine that it does not comply with BitMovio's content policy guidelines. We will promptly notify you of any such removal of a Title or Subscription. You may not include any advertisements or other content that is primarily intended to advertise or promote products or services.
You agree to provide local content ratings in each country/region in which you distribute your Titles from the applicable local ratings authorities where requested by us. Nothing herein shall restrict BitMovio from, at its sole cost, obtaining ratings information for the Titles in any country/region within the Territory or generating its own ratings for the Titles.
14. Title Withdrawal
You may withdraw your Titles from availability on the Service at any time on thirty (30) business days advance notice by following the then current Program procedures for Title withdrawal or un-publishing. We may fulfill any customer orders completed through the date the Titles are available on the Service. All withdrawals of Titles will apply prospectively only and not with respect to any customers who purchased the Titles prior to the date of removal, meaning that we will allow any customer who has previously purchased a Title for Digital Purchase or Digital Rental or a Subscription for Non-BitMovio Subscription Access to view the Title or Subscription, as applicable, after it has been withdrawn from the Service to the extent that such customer purchased those rights prior to the withdrawal.
15. Ownership; Feedback
Subject to the rights you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles and Subscriptions. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Program Site and all BitMovio properties, and any materials we use or provide to you for use relating to your Titles and Subscriptions (such as a generic cover image used for your Titles or Subscriptions if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Titles and Subscriptions will be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to BitMovio or any of its Affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site ("Feedback"), BitMovio and its Affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.
16. Termination of Agreement.
If either party is in breach of this Agreement and fails to cure such breach within 30 days following written notice from the other party, the non-breaching party may terminate this Agreement upon 5 business days’ written notice to the breaching party. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 16 through 20.
You will indemnify, defend and hold harmless BitMovio, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought against BitMovio that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; or (b) any claim that BitMovio's exercise of the rights granted by you under this Agreement violates any law or regulation or the right(s) of any third party (individually, a "Claim", and collectively, the "Claims"). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).
18. Limitation Of Liability.
BITMOVIO WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF BITMOVIO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. BITMOVIO WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY BITMOVIO UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER'S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED FEE PAYMENTS DUE TO CONTENT PROVIDER BY BITMOVIO HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND BITMOVIO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY TITLES CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.
You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose BitMovio Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use BitMovio Confidential Information for any purpose other than the performance of this Agreement. You may however disclose BitMovio Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that BitMovio Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any BitMovio Confidential Information so disclosed. "BitMovio Confidential Information" means (1) any information regarding BitMovio, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program. BitMovio Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any BitMovio Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section will survive three years following the termination of this Agreement.
All rights granted to BitMovio under this Agreement may be exercised by BitMovio, its Affiliates, and subcontractors providing services in connection with the Service. Any BitMovio Affiliate may join as a party to this Agreement and will notify you if it does so. The joining BitMovio Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each BitMovio party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other BitMovio parties. In addition, each BitMovio party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by BitMovio in its sole discretion. You may not assign any of your rights or obligations under this Agreement without the prior written consent of BitMovio. A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. For the purposes of this Agreement, BitMovio and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between BitMovio and you. You will not represent yourself to be an employee, representative, or agent of BitMovio or misrepresent the nature of your affiliation with BitMovio or the Program Site. You will have no authority to enter into any agreement on BitMovio's behalf or in BitMovio's name or otherwise bind BitMovio to any agreement or obligation.
To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by BitMovio, via email using the email address provided in your Program account, posting on the Program Site or message through your Program account or (ii) if by you, via email to legal@BitMov.io. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict BitMovio from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.